Common use of Appointment and Duties of Security Agent Clause in Contracts

Appointment and Duties of Security Agent. (a) Each of the Agents and the Lenders (i) appoints the Security Agent (the “Security Agent”) to act as its security agent and trustee under and in connection with each Foreign Security Document, (ii) irrevocably authorizes the Security Agent to execute and deliver on its behalf any Foreign Security Document and all other documents incidental thereto as are expressed to be executed by the Security Agent on its behalf and (iii) irrevocably authorizes the Security Agent to perform the duties and to exercise the rights, powers and discretions which are specifically delegated to it by the terms of any Foreign Security Document, together with all other incidental rights, powers and discretions. (b) The Security Agent shall be entitled to all of the benefits of this Section 10 accorded to it in its capacity as Administrative Agent (c) The Security Agent may act under the Foreign Security Documents by or through its personnel, delegates or agents (and any indemnity given to or received by the Security Agent under the Foreign Security Documents extends also to its personnel, delegates or agents who may rely on this provision). (d) No party hereto may take any proceedings against any officer, delegate, employee or agent of the Security Agent in respect of any claim it may have against the Security Agent or in respect of any act or omission by such officer, delegate, employee or agent in connection with any Foreign Security Document (except to the extent such claim is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Person’s own gross negligence or willful misconduct). Any officer, delegate, employee or agent of the Security Agent may rely on this clause (c) in accordance with the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ of the United Kingdom. (e) To the fullest extent permitted by law, none of Parts I, II, III, IV, or V of the Trustee ▇▇▇ ▇▇▇▇ of the United Kingdom nor the requirement to discharge the duty of care set out in Section 1(1) of such Act in exercising any of the powers contained in Sections 15 or 22 of the Trustee ▇▇▇ ▇▇▇▇ of the United Kingdom shall apply to the trust constituted by the applicable Foreign Security Documents under which the Security Agent is appointed as trustee for itself and on behalf of the Secured Parties or to the role of the Security Agent in relation to such trust and this shall constitute an exclusion of the relevant parts of the Trustee ▇▇▇ ▇▇▇▇ for the purposes of that Act.

Appointment and Duties of Security Agent. (a) Each of the Agents and the Lenders (i) appoints the Security Agent Bear ▇▇▇▇▇▇▇ Corporate Lending Inc. (in such capacity, the “Security Agent”) to act as its security agent and trustee under and in connection with each Foreign Security Document, (ii) irrevocably authorizes the Security Agent to execute and deliver on its behalf any Foreign Security Document and all other documents incidental thereto as are expressed to be executed by the Security Agent on its behalf and (iii) irrevocably authorizes the Security Agent to perform the duties and to exercise the rights, powers and discretions which are specifically delegated to it by the terms of any Foreign Security Document, together with all other incidental rights, powers and discretions. (b) The Security Agent shall be entitled to all of the benefits of this Section 10 accorded to it in its capacity as Administrative Agent. (c) The Security Agent may act under the Foreign Security Documents by or through its personnel, delegates or agents (and any indemnity given to or received by the Security Agent under the Foreign Security Documents extends also to its personnel, delegates or agents who may rely on this provision). (d) No party hereto may take any proceedings against any officer, delegate, employee or agent of the Security Agent in respect of any claim it may have against the Security Agent or in respect of any act or omission by such officer, delegate, employee or agent in connection with any Foreign Security Document (except to the extent such claim is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Person’s own gross negligence or willful misconduct). Any officer, delegate, employee or agent of the Security Agent may rely on this clause (c) in accordance with the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ of the United Kingdom. (e) To the fullest extent permitted by law, none of Parts I, II, III, IV, or V of the Trustee ▇▇▇ ▇▇▇▇ of the United Kingdom nor the requirement to discharge the duty of care set out in Section 1(1) of such Act in exercising any of the powers contained in Sections 15 or 22 of the Trustee ▇▇▇ ▇▇▇▇ of the United Kingdom shall apply to the trust constituted by the applicable Foreign Security Documents under which the Security Agent is appointed as trustee for itself and on behalf of the Secured Parties or to the role of the Security Agent in relation to such trust and this shall constitute an exclusion of the relevant parts of the Trustee ▇▇▇ ▇▇▇▇ for the purposes of that Act.